1. Madbox (“Company,” “us” or “we”), provides the Madbox website (“Website” or “Site”) (http://www.madbox.africa), as well as copyrighted materials, such as compositions and sound recordings (collectively referred to as “Offerings”), subject to your compliance with the following Terms and Conditions of Use (“Terms”), as well as any other written agreement(s) between us and you.
We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Offerings available on this Site.
BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, PRODUCTS, OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR OFFERINGS.
2. When you create an account and accept these terms you become a memberof our community. You will have an Madbox accountthat will allow you to buy and sell items like the ones found on our website.
3. The Madbox sites are platforms that allow members to buy and sell licenses to use digital items like production music, video, images and much, much more. On Madbox, buyers and vendors (sellers) transact with each other directly and we provide the platform to allow the transactions to happen. If you have a Madbox account, any transactions are logged on your member’s statement
4. The items on Madbox are owned by the vendor, not by us. The items on Madbox are uploaded at the direction of the vendor. We provide the platform services; we do not take ownership of the items.
5. During your time with us you agree to follow the ground rules outlined in these terms so please read and understand them. If you don’t accept the terms then we’ll be sad, but you will need to leave because your presence on and use of the Madbox sites is conditional on your acceptance to be bound by these terms and whether you become a member or not.
6. Preview Files: If you stream or download a preview file from our Madbox sites, you agree that you will not remove any watermarking or other protective measures from the preview file. You agree that you will use the preview file solely for the purposes of evaluating a purchase from Madbox sites and not for any other purpose.
7. Browsing: You need to be 16 years or over to browse the Madbox sites. We don’t knowingly collect any information from anyone aged 16 or under. When browsing the sites you agree to follow our guidelines or instructions and keep in mind that these terms apply to any use of our Madbox sites whether or not you’re a member.
8. Age: You need to be 18 years or over to become a member or to buy items. If you’re under 18 you will need to get a parent or guardian to buy items or use the account of a parent or legal guardian who is at least 18 years of age, with their permission, and this adult will be responsible for all your activities.
9. Madbox Account: Membership is free. Your membership will allow you to ‘buy’ (license) items.
10.Your responsibility: You promise that information you give us is true, accurate and complete and, if you sign up for Madbox account, that you will keep your account information up-to-date (including a current email address). Your membership is not transferable, that means you cannot sell your account. You are responsible for any use of the Madbox sites including any activity that occurs in conjunction with your username and password, if you have a Madbox account, so keep your password secure and don’t let any other person use your username or password. If you realise there’s any unauthorized use of your password or any breach of security you need to let us know immediately.
12.Item price: The item price is made up of a license fee (for the license you choose for the item), and if relevant the item support fee (for supported items).
13.Buyer fee: This is the fee for the buyer services you get from Madbox.
14.Taxes: Some transactions on Madbox may be subject to tax that may be added to the price.
15.Currency conversion costs: You are responsible for all costs of currency conversion relating to a transaction on Madbox. Your financial institution does the currency conversion and may charge you additional fees (we don’t control either the conversion rates or your financial institution’s fees). This means that you may incur additional costs when purchasing from Madbox, which we have no control over.
16.You warrant to us and the vendor that you have carefully considered the suitability of your chosen license, and that you have chosen appropriately;
17.You cannot cancel a completed purchase of an item;
18.We and the vendors do not promise that any particular item will continue to be available on Madbox so you should download and save the item as soon as you buy it;
19.Once you buy or download an item and the item has been paid for, you acquire a non-exclusive license to use the item under the terms set out in the license (non-exclusive means others might also license the same item);
20.The vendor retains ownership of the item;
21.Your relevant details may be provided to the vendor of the item in order to facilitate the transaction, for example for invoicing and item support services; and
22.We have the right to enforce against you the terms of the license that you have acquired from an vendor.
23.They will process your data in accordance with applicable privacy law and data protection regulations.
24.Prices, fees and charges are otherwise inclusive of other applicable taxes unless stated otherwise on our site. You are responsible for paying all such taxes and imposts associated with your use of Madbox wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes (so location information you give us must be accurate for tax residency purposes).
25.Items with an incorrect price or incorrect information: Despite our reasonable efforts, items may occasionally be listed at an incorrect price or with incorrect information. If this happens, we may cancel or reverse a transaction, even after it is completed and a payment has been processed. If we do this, we’ll promptly arrange for any payment to be credited or refunded and you must not use the item unless you re-purchase it at the correct price.
26.Considering the digital nature of Madbox items and the type of item preview that was available before purchase. There is generally no obligation to provide a refund or credit in situations like the following:
27.You have changed your mind about an item;
28.You bought an item by mistake;
29.You do not have sufficient expertise to use the item;
30. You ask for goodwill; or
31.You can no longer access the item because it has been removed (we advise you to download items as soon as you buy them to avoid this situation).
32.If the Vendor or we decide to issue a refund, this will generally be done using the same manner used to make the purchase. So if the item was purchased using a particular payment method you will be refunded using the same payment method in reverse.
33.If you want to get involved as a Vendor, you can sign up and find out more here. Remember that if you become a Vendor these terms will continue to apply, along with the Vendor Terms you’ll sign up to as an vendor.
Company Intellectual Property
Content. For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by Company or its Affiliates, or persons or entities who uploaded the Offerings to the Site, as applicable.
Ownership of Content. By accepting these Terms, you agree that all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within Nigeria, and is the sole property of Company or its Affiliates or persons or entities who uploaded the Offerings to the Site, as applicable.
All custom graphics, icons, logos and service names (including, without limitation, “Madbox” and the Company logo) are registered trademarks, trademarks or service marks of Company or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Company or its Affiliates unless otherwise expressly stated.
Limitations on Use of Content. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site in any form or by any means whatsoever without prior written permission from us or the owner of the content, as applicable. Any unauthorized use of Site content violates intellectual property interests and could result in criminal or civil penalties.
Third-Party Infringement. You represent and warrant that (a) all materials that you transmit to us (including compositions and sound recordings) do not infringe any third-party rights and (b) you have the necessary licenses, rights, consents, and permissions to grant the rights set forth in paragraph 5 below and the End-User Copyright License Agreement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site (including the Offerings) will not infringe the rights of third parties. Any such warranties and representations are provided solely by the owner of the Offerings pursuant to the End-User Copyright License Agreement.
34. What we own: We own all the Madbox contentthat we have put on Madbox (unless otherwise stated and excluding content owned by others). This includes the design, compilation, and look and feel of the Madbox sites, and copyright, trademarks, designs and other intellectual property on Madbox. We own all the trademarks, logos, service marks and trade names Madbox (unless otherwise stated and excluding these things owned by others). You will not copy, distribute, modify or make derivative works of any of our Madbox Content or use any of our intellectual property in any way not expressly stated in these terms.
35. What we don’t own: We do not own the items on Madbox; our vendors do. Items are uploaded at the direction of the vendor. So we cannot take responsibility for the quality, safety or legality of the items. We do not warrant that the items or any member content, code, data or materials available on or via the Madbox do not infringe the intellectual property rights of a third party.
36. Copyright, trademark and intellectual property claims: We respect the intellectual property rights of others and we require that vendor do the same. If you believe that an item or member content infringes an intellectual property right (including copyright) please see the information in our Intellectual Property Policy.
37. Confidential Information: We value your information and take reasonable precautions to protect it. While using Madbox, you may also become aware of confidential information about us or another member. You promise to not disclose any confidential information made available to you through Madbox to any other person.
38. Content removal: We can look at or remove any of your content for any reason at our discretion. Reasons might include quality assurance, if we receive a valid copyright take-down notice or General IPR Notice, if we think that the content is unauthorized, misleading, incorrect, offensive, or in breach of anyone else’s rights, or if we think that your use of Madbox and any content might result in liability to us or anyone else.
39. Linking to Madbox: We’d be happy if you decide to link to Madbox from other sites but you have to link to a full version of a page and not link directly to an image or file hosted on Madbox. That includes no “in-line” linking methods resulting in images hosted on Madbox being displayed on other sites. We reserve the right to insist that any link to the Madbox be discontinued, and to revoke your ability to link to the Madbox
40. Links from the Madbox: The Madbox site may contain links to other non- Madbox sites. We have no control or responsibility over anything on those sites, and do not endorse or sponsor those sites, even if they are affiliated to us.
41. Eligibility, suspension or termination: Membership is not an automatic right, it is a benefit for community members who follow our terms and policies and treat other community members well. We hope that you will be with us for a long time. But we may, using reasonable discretion, decide whether or not your use of Madbox complies with these terms and our policies. We can suspend or terminate your Madbox account at any time for any reason (acting reasonably of course), including if you:
42. breach these terms
43. breach any of our policies (or policies of any other Madbox Company);
44. act in a way that does not align with the values of our community; or
45. act in a way that could cause us or members harm.
If we do decide to permanently terminate your Madbox account you must not apply for a new account as unfortunately you will no longer be welcome in our community.
46. Madbox Companies: If an indemnity, limitation or disclaimer of liability, warranty or release (a ‘benefit‘) is given in our favour in these terms, the vendor Terms or Affiliate Terms, we hold that benefit on trust for the other Madbox Companies. We may enforce that benefit as trustee for and on behalf of the other Madbox companies as beneficiaries under that trust.
47. We provide the Madbox site and the platform services, not the items on the Madbox sites.
48. You indemnify us against all losses, costs (including legal costs on a full indemnity basis), expenses, demands or liability that we incur arising out of, or in connection with, a third party claim against us relating to your use of Madbox and any content you post to Madbox (including, if you are a vendor your items).
49. If you are a buyer, you agree that we are not responsible for, and you release us from liability arising out of or in connection with:
50. the items on Madbox;
51. information provided by vendors about their items (including on any item page); and
52. your use of items from Madbox.
53. Our liability to you in connection with Madbox or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
54. we exclude liability for any of these things incurred by you: loss of revenue, loss of profit, loss of goodwill, loss of customers, loss of capital, damage to reputation, loss in connection with any other contract, loss of data, or indirect, consequential or special loss, damage or expense; and;
We may, at our expense, assume the exclusive defense and control of any matter you indemnify us against, and if so you agree to cooperate with us.
55. Each vendor grants to each buyer of the vendor’s items a limited indemnity on the following terms:
56. if another person makes a claim against a buyer that
57. the buyer’s use of the item in accordance with the terms of the applicable license infringes the intellectual property or other rights of that third party; and
58. if that buyer promptly notifies the vendor of the claim and gives the vendor the option to control the defense of the claim (at the vendor’s cost), then the vendor will indemnify the buyer against damages finally awarded by a court against the buyer or any settlement damages agreed to by the vendor regarding that claim.
59. The liability of each vendor to their buyers is otherwise limited, for each item purchased, to the vendor ‘s earnings from the payment for that item, except to the extent that the vendor’s liability arises from wilful misrepresentations made about the item.
60. Availability: We strive to have Madbox Market available to you 24 hours a day, seven days a week but you know how the internet works: occasionally you might not be able to access Madbox, and this might happen for any reason, at any time, with or without notice, or at our absolute discretion. We might also change aspects of how Madbox works. Madbox will not be liable to you for any loss you suffer as a result of these things.
61. Third Party: If you’re agreeing to these terms on behalf of someone else (like your employer), then you’re promising to us that you have full legal authority to bind that third party.
62. Consumer laws: In some places there may be non-excludable warranties, guarantees or other rights (‘non-excludable consumer guarantees‘). We do not exclude, restrict or modify non-excludable consumer guarantees in these terms. Except for non-excludable consumer guarantees, we and vendor s are bound only by the express warranties made in these terms. Our and each vendor’s liability for breach of a non-excludable consumer guarantee is limited, at our or the vendor’s option, to replacing or paying the cost of replacing the relevant item or service, (unless the non-excludable consumer guarantee says otherwise).
63. Blocking a member, disabling an account or refusing to process a payment.We may block you, terminate any of your Madbox accounts or refuse to process a payment, including withholding your account balance indefinitely, if we reasonably believe there is a risk associated with you, your Madbox account, or that payment, including if it breaches a law or regulation. Examples of where we might do this include transactions where we suspect the payment is from or to a person or country sanctioned by an authority or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our members. You warrant that you are not located in a sanctioned country and are not on a sanctioned persons list. You also warrant that you will not purchase items on Madbox using funds sourced from a sanctioned country. We may also block members from a country if we can’t make payments to or from that country. You should check what payment methods are available in your country for making payments as a buyer or for withdrawing earnings as an vendor. We may take any of the actions stated in this section without notice and against all of your Madbox accounts you use on other Madbox sites. If required by law we may forfeit existing deposits or earnings.
64. Relationship between the parties:Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other member. Neither you nor us can bind each other in any way. We are, however, an agent of the vendors only for the limited purposes of collecting Buy Now payments, the vendors’ providing warranties to buyers, to limit vendors’ liability to buyers in section 52, and the disclaimer of vendor s’ liability to buyers in section 59 – Consumer laws.
65. Notices:Any notice you send us must be submitted via a email.
66. Changes to Madbox Terms:We may change these terms at any time and, if we make changes, we will take reasonable steps to let our community know about the changes. You can also keep track of whether changes have been made to our terms by referring to the version and effective date at the footer of the terms. You can close your Madbox Account and terminate your agreement with us at any time if you do not agree to the changes. However, if you continue to use Madbox sites after the changes are made, then you will be agreeing to the changes.
67. Interpretation:Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.
68. Applicable Laws:We control and operate Madbox from our offices in Australia. The laws of Victoria, Australia govern these terms, and you submit to the jurisdiction of the courts there for the resolution of any dispute between us.
Version 1.0- Effective date: January, 2020.